Overview

Brooke D. Clarkson is a partner and litigation attorney with Foley & Lardner LLP. Ms. Clarkson’s practice focuses on representing public companies and their officers and directors, audit firms and their partners, and other entities and individuals in investigations and proceedings involving the Securities and Exchange Commission (SEC), Public Company Accounting Oversight Board (PCAOB), Financial Industry Regulatory Authority (FINRA), and other government and non-government agencies and in private litigation. Ms. Clarkson also has significant experience assisting boards of directors and their committees with internal investigations involving financial reporting and other conduct and counseling them on compliance with the federal securities laws and other applicable rules and regulations. Ms. Clarkson is a member of the firm’s Securities Enforcement & Litigation and Government Enforcement Defense & Investigations Practices.

Ms. Clarkson serves on the firm’s recruiting committee and is an active member in the firm’s pro bono efforts, representing individuals in Social Security Administration matters, including administrative law judge hearings, in connection with the D.C. Bar Pro Bono Clinic.

Prior to joining the firm, Ms. Clarkson was a trial preparation assistant in the Frauds Bureau of the District Attorney’s Office of New York County, New York.

Education

Ms. Clarkson graduated, magna cum laude, from the University of Maryland School of Law (J.D. 2007; elected to the Order of the Coif) where she was a member of the Maryland Law Review. She earned her undergraduate degree from Princeton University (B.A., 2003) with a concentration in economics and public policy through the Woodrow Wilson School of Public and International Affairs.

Recognition

Ms. Clarkson was selected for inclusion in the 2017 Washington, D.C. Super Lawyers – Rising Stars® list.

Admissions

Ms. Clarkson is admitted to practice in the state of Maryland and in the District of Columbia.

Selected Representations

  • Public companies and officers and directors in SEC investigations/proceedings involving accounting, compliance, and disclosure issues
  • Individuals in SEC investigations/proceedings involving insider trading
  • Audit committees in internal investigations and related SEC investigations/proceedings involving accounting, compliance, and disclosure issues
  • National and regional audit firms and partners in SEC and PCAOB investigations/proceedings
  • Part of a team appointed to be an independent consultant in connection with an SEC consent judgment

Selected Publications

Ms. Clarkson is a contributing author to the Securities Enforcement: Counseling and Defense treatise (published by Matthew Bender) and the Accountants’ Liability treatise (published by Practicing Law Institute).

Representative Matters

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Represented publicly-traded investment firm's Chief Investment Officer in investigation by SEC (as part of the government's RMBS Working Group Task Force) concerning purportedly misleading disclosures regarding real estate loans collateralizing June 2007 mortgage-backed securitization. Retained after our client received a Wells Notice, we provided a Wells Submission to the SEC staff. After further submissions and discussions with the staff, the staff closed the investigation with no action against our client.
Represented eight officers and employees of a publicly traded manufaturer of electronics in connection with an SEC investigation of fraud, inadequate disclosure, accounting controls and other issues. The matter involves accounting issues, internal controls, and books and records for a public company.